Neste Oil Corporation
Stock Exchange Release
4 February 2010 at 9.50 a.m. (EET)
Invitation to the Annual General Meeting
Neste Oil Corporation's shareholders are hereby invited to the Annual General Meeting ("AGM") to be held on Thursday, 15 April 2010, beginning at 11.00 am EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 10.00 am EET.
A. Matters to be discussed and the agenda
The following matters will be considered at the AGM:
Opening of the meeting
Matters of order for the meeting
Election of the examiners of the minutes and the persons to supervise the counting of votes
Recording that the meeting is competent and forms a quorum
Recording the attendance at the meeting and adoption of the voting list
Presentation of the Financial Statements for the year 2009, including also the Consolidated Financial Statements, and the Review by the Board of Directors, the Auditor's Report, and the Statement of the Supervisory Board
Review by the President & CEO
Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
Use of the profit shown on the Balance Sheet and deciding the payment of a dividend
The Board of Directors will propose to the AGM that a dividend of EUR 0.25 per share shall be paid on the basis of the adopted balance sheet for the year 2009. This will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Oy on the record date set for payment of the dividend, which shall be Tuesday, 20 April 2010. The Board will propose to the AGM that payment shall be made on Tuesday, 27 April 2010.
Deciding the discharge of the members of the Supervisory Board and the Board of Directors, and the President & CEO from liability
A proposal by the Finnish Shareholders Association for the abolishment of the Supervisory Board
The Finnish Shareholders Association, one of the Company's shareholders, will propose that the Company's Supervisory Board should be abolished from this AGM onwards and that the Company's Articles of Association should be amended to reflect this.
Deciding the remuneration to be paid to the members of the Supervisory Board
Deciding the number of members of the Supervisory Board
Election of the Chairman, Vice Chairman, and members of the Supervisory Board
Deciding the remuneration of the members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the annual remuneration paid to the Chairman of the Board of Directors, the Vice Chairman, and other Board members for the term of office lasting until the conclusion of the next AGM shall remain unchanged, in other words that the Chairman shall receive EUR 66,000 a year, the Vice Chairman EUR 49,200 a year, and other members EUR 35,400 a year each. In addition, an attendance payment of EUR 600 per meeting shall be made to Board members attending meetings of the Board and its committees, and members' expenses reimbursed in accordance with the Company's travel policy. The attendance payment shall be doubled, to EUR 1,200 per meeting, for members of the Board living outside Finland.
Deciding the number of members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the number of Board members shall be confirmed at eight.
Election of the Chairman, Vice Chairman, and members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the following members of the existing Board of Directors, Timo Peltola, Mikael von Frenckell, Michiel Boersma, Ainomaija Haarla, Nina Linander, Hannu Ryöppönen and Markku Tapio, shall be re-elected to sit until the closing of the next AGM and that Maija-Liisa Friman shall be elected as a new member. The Nomination Committee will propose that Mr. Timo Peltola shall continue as Chairman and that Mr. Mikael von Frenckell shall continue as Vice Chairman.
All relevant information regarding the individuals proposed with respect to their serving on the Board can be found at the Company's website, www.nesteoil.com.
Deciding the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board will propose to the AGM that the Auditor's remuneration is paid against invoice approved by the Company.
Election of Auditor
The Board will propose, on the recommendation of the Audit Committee, that the AGM should re-select Ernst & Young Oy, Authorized Public Accountant, as the Company's Auditor, with Anna-Maija Simola, Authorized Public Accountant, as the main responsible Auditor. The Auditor's term of office shall end at the closing of the next AGM.
A proposal by the Board of Directors to amend the Company's Articles of Association
The Board of Directors will propose that Subsection 1 of Section 11 of the current Articles of Association should be amended to the effect that the invitation to a general meeting should be made at least twenty one (21) days prior to a meeting and at least nine (9) days prior to the record date set for the meeting as defined in Subsection 2 of Section 2 of Chapter 4 of the Companies Act.
A proposal by the State of Finland to appoint a Nomination Committee
The Prime Minister's Office, which represents the State of Finland in its capacity as a shareholder, will propose that the AGM should appoint a Nomination Committee to prepare proposals covering the members of the Board of Directors and the remuneration payable to Board members for consideration by the following AGM. The Nomination Committee shall comprise representatives of the Company's three largest shareholders and shall also include, as an expert member, the Chairman of the Board. The right to appoint the shareholder representatives on the Committee shall lie with the three shareholders holding the largest number of votes associated with all the Company's shares on the first day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a member, this right shall be transferred to the next largest shareholder. The Company's largest shareholders shall be determined on the basis of ownership information registered with the book-entry securities system, with the proviso that the holdings of a shareholder held in a number of separate funds, for example, and who is required under the Securities Markets Act, as part of the flagging requirement, to notify the authorities of changes in the size of his holdings, shall be combined and treated as a single holding if the shareholder concerned informs the Company's Board of Directors of his wish that this should be done in writing by 29 October 2010 at the latest. The Chairman of the Company's Board of Directors shall convene the Committee, and the Committee's members shall appoint a Chairman from among themselves. The Nomination Committee shall present their proposal to the Company's Board of Directors by 1 February preceding the AGM at the latest.
21.A proposal by shareholders Maija Suomela and Matti Liimatainen for the use of palm oil to be abandoned
Details on the proposal can be found at Neste Oil Corporation's website, www.nesteoil.com.
22.Closing of the meeting
B. AGM documents
The proposals to be put to the agenda of the Annual General Meeting detailed above, together with this invitation, shall be available for consultation at Neste Oil Corporation's website at www.nesteoil.com. Neste Oil Corporation's Annual Report, containing the Company's Financial Statements, Review by the Board of Directors, Auditor's Report, and a Statement by the Supervisory Board, shall be available at the site referred to above in the week beginning 8 March 2010. The proposals and financial statement documents mentioned above shall also be available for consultation by shareholders as of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available for consultation at the meeting. Copies of these documents, together with this invitation, will be sent to shareholders on request. The minutes of the meeting will be available on the Internet at the site referred to above from 29 April 2010 onwards.
C. Instructions for those attending the AGM
1. Entitlement to attend and registration
Shareholders registered in the list of Company shareholders maintained by Euroclear Finland Oy on the record date of Thursday, 1 April 2010 shall be entitled to attend the Annual General Meeting. A shareholder with shares registered in his or her own Finnish book-entry account is automatically registered in the list of Company shareholders.
A shareholder wanting to attend the AGM should make his or her wish known to the Company by 4.00 pm EET on 9 April 2010 at the latest. Shareholders can register for the AGM:
Via the Company website, www.nesteoil.com, following the instructions detailed there, or
By e-mail, via firstname.lastname@example.org, or
By phone, on +358 10 458 9595 (Monday-Friday, 7.30 am - 6.00 pm EET), or
By fax, on +358 10 458 5440, or
By letter, addressed to Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL.
When registering, shareholders should provide their name, personal identification number, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. All personal data provided to Neste Oil Corporation will only be used for the purposes of the AGM and in connection with processing of the necessary registrations relating to the meeting.
A shareholder attending the Annual General Meeting shall be entitled under Chapter 5, Section 25 of the Companies Act to present questions to the meeting on the matters listed in the agenda.
2. Use of a proxy and authorizations
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by proxy.
A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. Authorizations shall be considered as covering one meeting only unless otherwise stated. In the event that a shareholder is represented by more than one proxy representing shares held in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified when registering to attend the AGM.
Originals of shareholders' letters of proxy should be sent to Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL to reach the Company before the end of registration
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are advised to request their custodian banks for the necessary instructions concerning registration with the list of shareholders, issuing letters of proxy, and registering for the meeting in good time. Account managers of the custodian banks will notify shareholders with nominee-registered holdings that wish to attend the AGM and are entitled to do so on the basis of shares held on the record date set for the AGM for inclusion in the temporary list of the Company's shareholders by 10.00 EET on 12 April 2010 at the latest. A shareholder with nominee-registered holdings is considered to have registered his or her wish to attend the AGM if he or she has been notified for temporary inclusion in the list of shareholders as defined in Subsection 2 of Section 2 of Chapter 4 of the Companies Act. Further information can also be found at the Company's website, www.nesteoil.com.
4. Additional information
The total number of shares and votes in Neste Oil Corporation on the date of this invitation, 3 February 2010, was 256,403,686.
Participants can park at the Helsinki Fair Centre's car park at their own expense.
Details on how to get to the Centre by public transport can be found at the Finnish Fair Corporation's website at www.finnexpo.fi.
Espoo, 3 February 2010
Neste Oil Corporation
Board of Directors
Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350